The following is a discussion and analysis of our financial condition and the
results of operations as of and for the periods presented below. The following
discussion and analysis should be read in conjunction with the "Consolidated
Financial Statements" and notes thereto included elsewhere in this Quarterly
Report on Form 10-Q. This section and other parts of this Quarterly Report on
Form 10-Q contain forward-looking statements that involve risks and
uncertainties. In some cases, forward-looking statements can be identified by
words such as "anticipates," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predicts," "projects," "should,"
"will," "would" or similar expressions. Such forward-looking statements are
based on current expectations, estimates and projections about our industry, our
management's beliefs and assumptions made by our management. Forward-looking
statements are not guarantees of future performance and our actual results may
differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such differences include, but are not
limited to, those discussed in
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Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal
year ended April 30, 2020, as updated by our subsequent filings under the
Securities and Exchange Act of 1934, as amended ("the Exchange Act").
Unless required by law, we expressly disclaim any obligation to update publicly
any forward-looking statements, whether as result of new information, future
events or otherwise.
Critical Accounting Policies and Estimates
The following should be read in conjunction with the critical accounting
estimates presented in our Annual Report on Form 10-K for the fiscal year ended
April 30, 2020.
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. When we prepare these consolidated financial statements, we are
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Some of our accounting policies require
that we make subjective judgments, including estimates that involve matters that
are inherently uncertain. Our most critical estimates include those related to
revenue recognition, inventory reserves for excess and obsolescence, intangible
assets acquired in a business combination, goodwill, and income taxes. We base
our estimates and judgments on historical experience and on various other
factors that we believe to be reasonable under the circumstances, the results of
which form the basis for our judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Our actual results
may differ from these estimates under different assumptions or conditions.
We recognize revenue in accordance with ASU 2014-09, Revenue from Contracts with
Customers (Topic 606). Topic 606 requires revenue to be recognized when promised
goods or services are transferred to customers in amounts that reflect the
consideration to which we expect to be entitled in exchange for those goods or
services.
Revenue for small unmanned aircraft systems ("UAS") product contracts with both
the U.S. government and foreign governments are recognized at the point in time
when the transfer of control passes to the customer, which is generally when
title and risk of loss transfer. Revenue for Tactical Missile Systems ("TMS")
contracts is recognized over time as costs are incurred. Revenue for
Customer-Funded Research and Development ("R&D") contracts is recognized over
time as costs are incurred.
We review cost performance and estimates-to-complete at least quarterly and in
many cases more frequently. Adjustments to original estimates for a contract's
revenue, estimated costs at completion and estimated profit or loss are often
required as work progresses under a contract, as experience is gained and as
more information is obtained, even though the scope of work required under the
contract may not change, or if contract modifications occur. The impact of
revisions in estimate of completion for all types of contracts are recognized on
a cumulative catch-up basis in the period in which the revisions are made.
During the three months ended August 1, 2020 and July 27, 2019, changes in
accounting estimates on contracts recognized over time are presented below.
For the three months ended August 1, 2020 and July 27, 2019, favorable and
unfavorable cumulative catch-up adjustments included in revenue were as follows
(in thousands):
Three Months Ended
August 1, July 27,
2020 2019
Gross favorable adjustments $ 801 $ 283
Gross unfavorable adjustments (431) (274)
Net favorable adjustments $ 370 $ 9
For the three months ended August 1, 2020, favorable cumulative catch-up
adjustments of $0.8 million were primarily due to final cost adjustments on nine
contracts, which individually were not material. For the same period,
unfavorable
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cumulative catch-up adjustments of $0.4 million were primarily related to higher
than expected costs on eight contracts, which individually were not material.
For the three months ended July 27, 2019, favorable cumulative catch-up
adjustments of $0.3 million were primarily due to final cost adjustments on 19
contracts, which individually were not material. For the same period,
unfavorable cumulative catch-up adjustments of $0.3 million were primarily
related to higher than expected costs on nine contracts, which individually were
not material.
Fiscal Periods
Due to our fixed year end date of April 30, our first and fourth quarters each
consist of approximately 13 weeks. The second and third quarters each consist of
exactly 13 weeks. Our first three quarters end on a Saturday. Our 2021 fiscal
year ends on April 30, 2021 and our fiscal quarters end on August 1, 2020,
October 31, 2020 and January 30, 2021, respectively.
Results of Operations
The following tables set forth our results of operations for the period
indicated (in thousands):
Three Months Ended August 1, 2020 Compared to Three Months Ended July 27, 2019
Three Months Ended
August 1, July 27,
2020 2019
Revenue $ 87,450 $ 86,911
Cost of sales: 52,039 45,639
Gross margin 35,411 41,272
Selling, general and administrative 12,011 13,668
Research and development 11,103 8,709
Income from operations 12,297 18,895
Other income:
Interest income, net 208 1,329
Other income, net 33 355
Income from continuing operations before income taxes 12,538 20,579
Provision for income taxes
1,207 2,133
Equity method investment loss, net of tax (1,288) (1,347)
Net income from continuing operations $ 10,043 $ 17,099
Revenue. Revenue for the three months ended August 1, 2020 was $87.5 million, as
compared to $86.9 million for the three months ended July 27, 2019, representing
an increase of approximately $0.5 million, or 1%. The increase in revenue was
primarily due to an increase in service revenue of $8.0 million, partially
offset by a decrease in product revenue of $7.5 million. The increase in service
revenue was primarily due to an increase in customer-funded R&D revenue
primarily associated with the design and development agreement with HAPSMobile.
The decrease in product revenue was primarily due to a decrease in product
deliveries of small UAS, partially offset by an increase in TMS revenue.
Cost of Sales. Cost of sales for the three months ended August 1, 2020 was $52.0
million, as compared to $45.6 million for the three months ended July 27, 2019,
representing an increase of $6.4 million, or 14%. The increase in cost of sales
was a result of an increase in service cost of sales of $4.7 million and an
increase in product costs of sales of $1.7 million. The increase in service
costs of sales was primarily due to the increase in service revenue. The
increase in product cost of sales was primarily due to an unfavorable product
mix, partially offset by the decrease in product sales. As a percentage of
revenue, cost of sales increased from 53% to 60%, primarily due to a decrease in
the proportion of product sales to total revenue and an unfavorable product mix.
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Gross Margin. Gross margin for the three months ended August 1, 2020 was $35.4
million, as compared to $41.3 million for the three months ended July 27, 2019,
representing a decrease of $5.9 million, or 14%. The decrease in gross margin
was primarily due to a decrease in product margin of $9.2 million, partially
offset by an increase in service margin of $3.3 million. The decrease in product
margin was primarily due to the decrease in product sales and an unfavorable
product mix. The increase in service margin was primarily due to the increase in
service revenue. As a percentage of revenue, gross margin decreased from 47% to
40%, primarily due to a decrease in the proportion of product sales to total
revenue and an unfavorable product mix.
Selling, General and Administrative. Selling, general and administrative
("SG&A") expense for the three months ended August 1, 2020 was $12.0 million, or
14% of revenue, compared to SG&A expense of $13.7 million, or 16% of revenue,
for the three months ended July 27, 2019.
Research and Development. R&D expense for the three months ended August 1, 2020
was $11.1 million, or 13% of revenue, compared to R&D expense of $8.7 million,
or 10% of revenue, for the three months ended July 27, 2019. R&D expense
increased by $2.4 million, or 27%, for the three months ended August 1, 2020,
primarily due to an increase in development activities regarding enhanced
capabilities for our products and development of new product lines.
Interest Income, net. Interest income, net for the three months ended August 1,
2020 was $0.2 million compared to interest income, net of $1.3 million for the
three months ended July 27, 2019. The decrease in interest income was primarily
due to a decrease in the average interest rates earned on our investment
portfolio.
Other Income, net. Other income, net, for the three months ended August 1, 2020
was $33,000 compared to other income, net of $0.4 million for the three months
ended July 27, 2019. The decrease in other income, net was primarily due to a
decrease in transition services performed on behalf of the buyer of the
discontinued EES Business.
Provision for Income Taxes. Our effective income tax rate was 9.6% for the three
months ended August 1, 2020, as compared to 10.4% for the three months ended
July 27, 2019. The decrease in the effective income tax rate was primarily due
to higher discrete excess tax benefits from stock based compensation during the
three months ended August 1, 2020 versus three months ended July 27, 2019.
Equity Method Investment Loss, net of tax. Equity method investment loss, net of
tax for the three months ended August 1, 2020 was $1.3 million compared to $1.3
million for the three months ended July 27, 2019. The decrease was primarily due
to the equity method loss associated with our investment in the HAPSMobile joint
venture formed in December 2017.
Backlog
Consistent with ASC 606, we define funded backlog as remaining performance
obligations under firm orders for which funding is currently appropriated to us
under a customer contract. As of August 1, 2020, our funded backlog was
approximately $154.4 million.
In addition to our funded backlog, we also had unfunded backlog of $118.0
million as of August 1, 2020. Unfunded backlog does not meet the definition of a
performance obligation under ASC Topic 606. We define unfunded backlog as the
total remaining potential order amounts under cost reimbursable and fixed price
contracts with (i) multiple one-year options and indefinite delivery, indefinite
quantity ("IDIQ") contracts, or (ii) incremental funding. Unfunded backlog does
not obligate the customer to purchase goods or services. There can be no
assurance that unfunded backlog will result in any orders in any particular
period, if at all. Management believes that unfunded backlog does not provide a
reliable measure of future estimated revenue under our contracts. Unfunded
backlog, with the exception of the remaining potential value of the FCS domain,
does not include the remaining potential value associated with a U.S. Army
IDIQ-type contract for small UAS because values for each of the other domains
within the contract have not been disclosed by the customer, and we cannot be
certain that we will secure all task orders issued against the contract.
Because of possible future changes in delivery schedules and/or cancellations of
orders, backlog at any particular date is not necessarily representative of
actual sales to be expected for any succeeding period, and actual sales for the
year may
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not meet or exceed the backlog represented. Our backlog is typically subject to
large variations from quarter to quarter as existing contracts expire or are
renewed or new contracts are awarded. A majority of our contracts, specifically
our IDIQ contracts, do not currently obligate the U.S. government to purchase
any goods or services. Additionally, all U.S. government contracts included in
backlog, whether or not they are funded, may be terminated at the convenience of
the U.S. government.
Liquidity and Capital Resources
We currently have no material cash commitments, except for normal recurring
trade payables, accrued expenses and ongoing R&D costs, all of which we
anticipate funding through our existing working capital and funds provided by
operating activities. The majority of our purchase obligations are pursuant to
funded contractual arrangements with our customers. We believe that our existing
cash, cash equivalents, cash provided by operating activities and other
financing sources will be sufficient to meet our anticipated working capital and
capital expenditure requirements during the next twelve months. There can be no
assurance, however, that our business will continue to generate cash flow at
current levels. If we are unable to generate sufficient cash flow from
operations, then we may be required to sell assets, reduce capital expenditures
or obtain additional financing. We anticipate that existing sources of liquidity
and cash flows from operations will be sufficient to satisfy our cash needs for
the foreseeable future.
Our primary liquidity needs are for financing working capital, investing in
capital expenditures, supporting product development efforts, introducing new
products and enhancing existing products, and marketing acceptance and adoption
of our products and services. Our future capital requirements, to a certain
extent, are also subject to general conditions in or affecting the defense
industry and are subject to general economic, political, financial, competitive,
legislative and regulatory factors that are beyond our control. Moreover, to the
extent that existing cash, cash equivalents, cash from operations, and cash from
short term borrowing are insufficient to fund our future activities, we may need
to raise additional funds through public or private equity or debt financing. In
addition, we may also need to seek additional equity funding or debt financing
if we become a party to any agreement or letter of intent for potential
investments in, or acquisitions of, businesses, services or technologies.
Our working capital requirements vary by contract type. On cost-plus-fee
programs, we typically bill our incurred costs and fees monthly as work
progresses, and therefore working capital investment is minimal. On fixed-price
contracts, we typically are paid as we deliver products, and working capital is
needed to fund labor and expenses incurred during the lead time from contract
award until contract deliveries begin.
To date, COVID-19 has not had a significant impact on our liquidity, cash flows
or capital resources. However, the continued spread of COVID-19 has led to
disruption and volatility in the global capital markets, which, depending on
future developments, could impact our capital resources and liquidity in the
future. In consideration of the impact of the COVID-19 pandemic, we continue to
hold a significant portion of our investments in cash and cash equivalents and
U.S. government and U.S. government agency securities.
Although not material in value alone or in aggregate, during the three months
ended August 1, 2020, we made certain commitments outside of the ordinary course
of business, including a capital contribution of $1.2 million to a limited
partnership fund. Under the terms of the limited partnership agreement, we have
committed to make capital contributions totaling $10.0 million to the fund of
which $3.9 million was remaining at August 1, 2020.
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Cash Flows
The following table provides our cash flow data for the three months ended
August 1, 2020 and July 27, 2019 (in thousands):
Three Months Ended
August 1, July 27,
2020 2019
(Unaudited)
Net cash provided by operating activities $ 26,841 $ 3,113
Net cash used in investing activities $ (33,474) $ (33,152)
Net cash used in financing activities $ (1,670) $ (575)
Cash Provided by Operating Activities. Net cash provided by operating activities
for the three months ended August 1, 2020 increased by $23.7 million to $26.8
million, compared to net cash provided by operating activities of $3.1 million
for the three months ended July 27, 2019. The increase in net cash provided by
operating activities was primarily due to an increase in cash as a result of
changes in operating assets and liabilities of $28.3 million, largely related to
collections of receivables, partially offset by a decrease in net income $7.1
million.
Cash Used in Investing Activities. Net cash used in investing activities
increased by $0.3 million to $33.5 million for the three months ended August 1,
2020, compared to net cash used by investing activities of $33.2 million for the
three months ended July 27, 2019. The increase in net cash used in investing
activities was primarily due an increase in purchases net of redemptions of
available-for-sale investments of $25.5 million; partially offset by a decrease
in cash used in business acquisition of $18.6 million and a decrease in
purchases net of redemptions of held-to-maturity investments of $5.4 million.
Cash Used in Financing Activities. Net cash used in financing activities
increased by $1.1 million to $1.7 million for the three months ended August 1,
2020, compared to net cash used by financing activities of $0.6 million for the
three months ended July 27, 2019. The increase in net cash used by financing
activities was primarily due to an increase in tax withholding payments related
to net settlement of equity awards of $1.1 million.
Contractual Obligations
During the three months ended August 1, 2020, there were no material changes in
our contractual obligations and commercial commitments from those disclosed in
our Annual Report on Form 10-K for the fiscal year ended April 30, 2020.
Off-Balance Sheet Arrangements
As of August 1, 2020, we had no offbalance sheet arrangements as defined in
Item 303(a)(4) of Regulation SK.
Inflation
Our operations have not been, and we do not expect them to be, materially
affected by inflation. Historically, we have been successful in adjusting prices
to our customers to reflect changes in our material and labor costs.
New Accounting Standards
Please refer to Note 1-Organization and Significant Accounting Policies to our
unaudited consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q for a discussion of new accounting pronouncements and
accounting pronouncements adopted during the three months ended August 1, 2020.
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